§414-122  Special meeting.  (a)  Acorporation shall hold a special meeting of shareholders:

(1)  On call of its board of directors or the personor persons authorized to do so by the articles of incorporation or bylaws; or

(2)  If the holders of at least ten per cent of allthe votes entitled to be cast on any issue proposed to be considered at theproposed special meeting sign, date, and deliver to the corporation's secretaryone or more written demands for the meeting describing the purpose or purposes forwhich it is to be held.

(b)  If not otherwise fixed under section414-123 or 414-127, the record date for determining shareholders entitled todemand a special meeting is the date the first shareholder signs the demand.

(c)  Special shareholders' meetings may be heldin or out of this State at the place stated in or fixed in accordance with thebylaws.  If no place is stated in or fixed in accordance with the bylaws,special meetings shall be held at the corporation's principal office. Notwithstanding the foregoing, the bylaws may authorize the board of directors,in its sole discretion, to determine that the special meeting shall not be heldat any place, but may instead be held solely by means of remote communicationas authorized by section 414-121(c).

(d)  Only business within the purpose orpurposes described in the meeting notice required by section 414-125(c) may beconducted at a special shareholders' meeting. [L 2000, c 244, pt of §1; am L2002, c 130, §15]